General Terms and Conditions for Yandex.Market services

Date of placement: 29.09.2014

Effective Date: 29.09.2014

The acceptance and compliance with the terms and conditions set forth in these “General Terms and Conditions for Yandex.Market services” (“General Terms and Conditions”) by the Customer is obligatory condition for provision of Yandex.Market Services in case of selecting by the Customer such a placement mode as “active sales”.

Terms and Definitions

CTR (Click-Through Rate) - the ratio of the number of Clicks to number of Impressions.

Rate/Price per Click (rate) - cost per Сlick, established by the Customer and/or by Yandex.

Search results - all pages of information resources (websites) displayed to users on the Internet or in application programs (including programs for mobile devices) containing (displaying) a list(s) selected by the search engine of links to documents and/or network resources on the Internet and/or to Materials that meet the user's search query.

Product card - a page of Yandex.Market Service that contains a description (specifications) of goods (services).

Product micro card – a banner with the image, name of product, specified range of prices for the given product, other information about the product, including a link addressing the User to the Product card. Micro product card can be displayed on the search results pages of Yandex.Market Service, in the ads’ block above the search results of Yandex Search Service and other pages of Yandex resources.

Store offer card - a page of Yandex.Market Service, containing Customer’s product offer in banner form, that may include an image and other information (name of a product, name of a Customer's store), a Link addressing a User to an informational resource (website) on the Internet (the Customer's website/store) with the address (URL) specified by the Customer (the Link may be absent, when a Local product offering (banner) is displayed for the User from a different region. The page with store offers card may also contained certain elements (demagnified images) of other Materials including the Materials displayed by other Customers.

Local product offering – Customer’s product offering whose location is the same as the User’s region.

User's region - the alleged geographic region of User’s location specified by Yandex in automatic mode or region of the location set by the User on Yandex website.

Regional product offering - the Customer’s product offering, for which he specifies geographic regions (countries, cities, districts) of delivery other than its shop-location.

The Materials - a set of Product offerings (Online product offerings and Offline product offerings) provided by the Customer, informational and reference materials, containing information about the range, prices, characteristics, availability for sale of products (works, services) offered in the Customer’s store to potential buyers in the current period, information about the location of the Customer’s stationary retail outlets, images, descriptions and other information about Product offerings and the store.

Online product offering - product/work/service offer that the User may order / purchase on the Customer's store website.

1.2.3. Block “Stores nearby” - up to 5 Offline product offerings with reference to the point of location on a map at the corresponding address of location of the Customer's stationary retail outlet.

1.3. Locations:

pages “Prices on the Internet” on Yandex.Market Service - all Online product offerings.

1.3.1. Block "Intelligent choice" on the page "Prices on the Internet" above the Location specified in paragraph 1.3 – one Product offering (shall be displayed only if the User chooses the "by price" selecting mode).

ad block on Yandex.Search search result pages to the right of search results (up to 9 Product offerings) or below search results – (up to 4 Product offerings).

1.7. Locations:

ad block above the search results pages on the Yandex.Search Service - up to 3 Product offerings.

1.8. Locations:

pages of “Stores nearby” of Yandex.Market Service - all Product offerings with reference to the point of location on a map at the corresponding address of location of the stationary retail outlets selling the advertised product/service and/or the point of customer pick up of the advertised goods.

1.9. Locations:

Store offer card — one Customer’s product offer “Online” (banner).

1.10. Product Offerings that may be displayed at the Locations listed in Clauses 1.2, 1.3, 1.4, 1.5, 1.8 may be also displayed on pages of websites using “Yandex.Market Content API” (https://yandex.ru/legal/market_api_content/), subject to the terms (including prices) of displaying the Materials provided under terms and conditions of this document for corresponding Locations listed in Clauses 1.2, 1.3, 1.4, 1.5, 1.8. The number of Product offerings displayed on pages of websites using “Yandex.Market Content API” may differ from that specified in Clauses 1.2, 1.3, 1.4, 1.5, 1.8.

1.11. Certain elements of the Materials (images, product descriptions, prices and ranges of prices), offered by the Customer, may be displayed in Product micro card, Store offer card and Product card.

The “card merchandise insert” and “search merchandise insert” blocks are displayed at Yandex’s discretion and, therefore, is not guaranteed to be available.

1.14. The Customer's Product Offerings placed within the "Yandex.Market Purchasing Project" (https://yandex.ru/legal/market_purchase_terms/) may also be displayed on the block "Order on Market" on the pages of Yandex.Market Service.

2. Terms and conditions of the displaying of Materials

2.1. Product offerings’ displaying on the Locations specified in Clauses 1.1, 1.4, 1.6, 1.7, 1.8., 1.12., 1.13, shall be subject to availability of the appropriate User's search query words/phrases (“the Key word”) used in the name of the Product offering or in the name of the category of goods (services) of “Yandex.Market” database which this Product offering belongs to. At the Locations indicated in Clauses 1.1, 1.6, 1.7, only Local and Regional product offerings shall be placed.

2.1.1. Displaying of Product offerings in accordance with paragraph 2.1 of the General Terms and Conditions may also be effected where the word/ phrase, specified in the paragraph 2.1, is substituted by its synonym, colloquial equivalent, equivalent in foreign language (including reproduced by means of transliteration), other interpretation of this word/phrase given by Yandex).

2.2. Product offerings are selected for displaying at the Locations specified in Clause 1.1 in descending order of the multiplication of CTR and Rate per Click. Selected Product offerings are placed in descending order of Rate per Click.

2.3. Selection of Product offerings for displaying at the Locations specified in paragraphs 1.2.1., 1.2.2., 1.2.3., 1.12. and determination of the ordinal position is carried out in descending order of Rate per Click. Selection of Product offerings for displaying at the Locations specified in paragraph 1.13. and determination of the ordinal position is carried out in descending order of the multiplication of CTR and Rate per Click.

2.3.1. Displaying of Product offerings at the Locations, specified in paragraph 1.13., is carried out as follows: selected Product offerings are displayed from the left to the right in descending order of the multiplication of CTR and Rate per Click. Displaying of Product offerings at the Locations specified in paragraph 1.13. is carried upon a condition that such Product offering contains an image of the product.

2.4. Selection of Product offerings for displaying at the Locations specified in Clause 1.3 and determination of the ranking position is carried out in descending order of Rate per Click, as well as filtering mode, selected by the User to display search results.

If the Product offerings, which appear on the Locations specified in Clause 1.4, are shown according to user-selected sorting mode (sort by: availability and price, rating and price, price, etc.), the above selection rule of Product offerings does not apply.

2.4.1. Product offerings to be displayed at the Locations specified in paragraph 1.3.1 shall be selected in accordance with the following terms:

the Product offering with the best multiplication of CTR and Rate per Click shall be selected for display;

the price of the Product offering shall be lower or equal to the average price on Yandex.Market Service specified on the relevant Product card;

the Customer's Store shall have at least a four-star rating on Yandex.Market Service.

The Product offering display on the Location specified in paragraph 1.3.1 is not guaranteed and shall be performed at Yandex discretion.

For the purposes of paragraph 2.4.1 when calculating the CTR value for a Product offering the last 28 days during which the Product offering was displayed shall be taken into account or an anticipated CTR value shall be used (in case of lack of statistical data sufficient for its calculation for the abovementioned period).

2.5. Selection of Product offerings for displaying at the Locations specified in Clause 1.4, shall be based on the rules specified in Clause 2.1, as well as filtering mode, selected by the User to display search results.

2.6. Product offerings display’s ranking on the Locations specified in Clause 1.5 shall be determined in accordance with relevance criteria established by Yandex.

In case where Product offerings, which appear on the Locations specified in Clause 1.5, are shown according to user-selected filtering mode (by the price, popularity, originality, etc.), the above rule for determining the ranking position of Product offerings display does not apply.

2.7. At concurrence of a Key word, and other factors specified by the Customer for the various Product offerings of relevant store for displaying at the Locations specified in paragraphs 1.1., 1.2.1, 1.2.3, 1.4, 1.12 and 1.13 only one Product offering will be chosen: a) for displaying at the Locations specified in paragraphs 1.1 and 1.13 whose multiplication of CTR and Rate per Click is the best, and b) for displaying at the Locations specified in Section 1.2.1, 1.2.3, 1.4. and 1.12 in which the Price per Click is the highest.

2.8. Product offerings display’s ranking on the Locations, specified in Clause 1.4, is carried out in descending order of the multiplication of CTR and Rate per Click.

Additionally, for the first four pages of search results, excepting search results in the “Stores nearby” of Yandex.Market Service, the following rules shall apply: on limitation of the number of Product offerings of a single store - no more than two Product offerings; CTR of Product offering for the Key word higher than 0.5%. Once two Product offerings of each store which are placed due to corresponding request are displayed (provided that a specified scope of Product offerings is less than the scope of Product offerings placed on the first four pages of search results) the ranking of Product offerings’ display is determined in accordance with the rule set forth in the first Paragraph of this Clause. If the Product offerings that appear on the Locations, specified in Clause 1.4, are shown according to user-selected sorting criteria (by the price, popularity, originality, etc.), the above rule for determining the ranking position of Product offerings display does not apply.

2.9. When determining the ranking position of Product offering’s display on the Locations the following rule further applies: all Local product offerings have a higher priority over the Regional product offerings.

2.10. Selection of Product offerings for displaying at the Locations specified in Clause 1.8 and determination of the ranking position is carried out in descending order of Rate per Click. At the same time, when selecting the Product offerings, the rule on limitation of the number of Product offerings of a single store on the same page further applies - not more than two Product offerings.

2.11. In the Locations specified in 1.6.,

when Product offerings are displayed below search results, on the first page of search results at one and the same time can be shown up to 4 Product offerings statically, i.e. guaranteed for every search request (hereinafter - the «Guaranteed locations»), on the second and subsequent pages of the search results - up to 4 Product offerings are not included in the ad block specified in clause 1.7. of the Terms (hereinafter - the «Special Placement»), dynamically (i.e., rotating) - a Dynamic location;

when Product offerings are displayed to the right of search results at one and the same time it may be simultaneously shown up to 4 Product offerings statically, i.e. guaranteed for every search request (hereinafter - the «Guaranteed locations»), and up to 5 Product offerings dynamically (i.e., rotating) - a Dynamic location

The total number of Product offerings, rotating at Dynamic locations, is not more than 10 Commodity proposals.

The ranking of impression of Product offerings at the Locations specified in 1.6. shall be determined in accordance with the following rules:

The selection of Product offerings shall be in descending order of the multiplication of CTR and Rate per Click. Selected Product offerings are placed in descending order of Rate per Click. Product offerings with the best performance will get in Guaranteed places.

The product offerings on the Locations specified in 1.6. are displayed at the discretion of Yandex either to the right of search results or below search results.

2.12. Up to 3 Product offerings can be shown simultaneously at the “Special placement”. Product offerings are shown statically, that is guaranteed for every search query.

The selection of Product offerings shall be in descending order of the multiplication of CTR and Rate per Click. Selected Product offerings are placed in descending order of Rate per Click. At the same time, the further rule applies for Special placement: minimum value of multiplication and of CTR and Rate per click, necessary for the selection of the Product offering to show in the Special placement. In this regard, a situation where a lot of Yandex.Direct ads/Yandex.Market Product offerings are displayed at the Locations specified in paragraph 1.6, is deemed to be normal, but none of them gets into Special placement.

2.13. Product offerings may not appear on the Locations specified in Clauses 1.6, 1.7 since on some queries they may be displaced by Yandex.Direct advertisements.

2.14. If CTR of the Product offering on any Key word is below 0.1% Yandex has the right to suspend or terminate the displaying of this Product offering for such Key word on the Locations specified in Clauses 1.1, 1.6, 1.7, 1.12 and 1.13.

2.15. Additionally to the conditions stated in Clauses 2.11 - 2.14 herein, the following rule applies:

If the Links in the Yandex.Direct advertisement and Yandex.Market Product offering lead to the same information resource (website) / domain on the Internet, only the advertisement or only the Product offering, whose multiplication of CTR with Rate per click is the best, will be shown on the Locations specified in Clauses 1.6, 1.7.

2.16. Conditions of displaying the Materials on the Locations specified in Clauses 1.2.2 and 1.10:

2.16.1. The product offerings on the Locations specified in 1.2.2. are displayed in compliance with the conditions supplied in the Document «Shoes, Clothing and Accessories" and "Kids goods" store Sections. Conditions and peculiarities of location», published on page http://partner.market.yandex.com/legal/clothes/ making part of the present General conditions.

2.16.2. Selection of Product offerings for displaying on the Locations specified in Clause 1.2.2 and determination of the ranking position is carried out in descending order of Rate per Click.

2.16.3. Product offerings displayed on the Locations specified in Clause 1.2.2 are shown according to default options or selected by the User’s product descriptions (size, color, etc.). Only Products offerings corresponding in full to the default options or the User selected descriptions are displayed.

2.16.4. When Product offerings are displayed on the Locations specified Clause in 1.2.2 according to the User selected sorting mode (price, most viewed, most recent), the rule of defining the ranking position, specified in Clauses 2.16.2 - 2.16.3, is not applied.

2.16.5. The Product offerings on the Locations specified in Clause 1.9 are displayed according to Yandex relevance criteria.

The Product offerings on the Locations specified in Clause 1.10 may be displayed only if the Customer provides the Materials including images and descriptions corresponding to the Product offerings.

2.17. Product offerings will be displayed on the Locations stipulated in these General terms and conditions alongside display to the User of other components of the Materials provided by the Customer, relating to a corresponding Product offering (descriptions, images, etc.).

2.18. The display of separate elements of the Materials (images, descriptions) provided by the Customer on the Locations specified in Clause 1.11 is not guaranteed and may vary according to Yandex relevance criteria.

2.19. The Customer agrees the Materials advertising media products, printed matter, audiovisual production on all types of media, programs for computers (computer software) and databases, as well as information made available through entertainments, information and telecommunication networks, including Internet, and mobile telephone communications network shall contain the age restriction notification - 18+, 16+, 12+, 6+, 0+.

The category of the content shall be determined by the Advertiser independently during the Materials production. If the Customer fails to select a category for Materials with relevant content, the Materials shall be automatically assigned to the 18 + category. The assignment of the Materials to the relevant category shall be performed on the basis of automatic identification of Product offering category. The Customer is entitled at any time to change the category by sending the relevant data in accordance with the procedure stated in the «Requirements for the method of data transmission» posted in the Internet at http://partner.market.yandex.ru/legal/tt_en/ or via the customer support service at partner@market.yandex.ru, if the Customer considers the Materials not to be the subject to age categorization. The Customer is obliged to inform the customer support service at partner@market.yandex.ru of the need of age restriction, if the Materials were not automatically assigned to age category (including the cases when the Materials age category is not displayed because of incorrect identification of Product offering category). The Customer is responsible for the proper determination of the Materials age category and mandatory placement of age restriction notification in the Materials with the relevant content.

2.20. The Materials advertising medicines, medical services, including treatment methods, medical items and also biologically active supplements, as well as the Ads of the items constructively similar to arms in terms of article 1 of the Federal Law “On Arms”, shall be accompanied by the following standard warnings:

"It is not a medicine" - for advertising of biologically active supplements;

"Constructively similar to arms" – for advertising of the items constructively similar to arms.

The above warnings shall be added to the advertisements automatically by determining the subject of such advertisements.

The Customer shall ensure that subjects of the advertisements are determined properly and the required warnings are unfailingly added to the advertisements with relevant subjects.

In accordance with the Federal Law “On Advertising”, the Materials, advertised objects of which are the products to be used as a substitute for breast milk, and the products included in the child's diet during its first year of life, shall be accompanied by a warning, such as “Please consult a specialist. For the nutrition of children of ________ (designation of age limit ranging from 0 to 12 months)”.

The determination of age limits for the use of such products shall be conducted by the Customer. If the Customer has not chosen the age category for Materials advertising the relevant product, the Materials shall be automatically accompanied by a warning, such as “Please consult a specialist. For the nutrition of children of 11+ months”. Accompanying the Materials with the relevant type of warning shall be conducted by the automatic determination of the Product offering category. The Customer shall have the right to change the age limit at any time, with passing the relevant data in the manner prescribed by the document "Requirements for the method of data transfer" (http://partner.market.yandex.com/legal/tt_en/).

3. Prices

3.1. Fixed Rate per Click

For the Locations specified in Clauses 1.4 (only when the Product offerings are displayed according to the sorting criteria, selected by the User) and 1.6, a fixed Rate per Click is set in the following amount: 0.1 c.u. per Click (for definition of c.u. see end of this document).

3.2. Rate per Click, established by the Customer

For Locations listed in paragraphs 1.1, 1.2.1, 1.2.2, 1.2.3, 1.3, 1.4, 1.6, 1.7, 1.8, 1.12 and 1.13 (except for Product offerings according to the sorting criteria selected by the user), the Customer set the Rate per Click on his own.

Furthermore, the Rate per Click paid to Yandex for the Click on Product offering, displayed on the Locations, specified in the paragraphs 1.12 and 1.13, can be lower than Rate per Click set by the Customer for such Location.

3.2.1. Rate per Click may be set by the Customer within the following limits:

from 0.1 c.u. to 10 c.u. per Click for all the Locations listed herein.

If the Rate per Click is not specified, it is considered that it is equal to a Fixed Rate per Click: 0.1 c.u. per Click.

If the Customer-set Rate per Click is higher than the maximum or less than the minimum allowed, it is believed that the Rate per Click is equal to the maximum or minimum permissible rate.

3.3. Entering of Rate per Click into force

Click per Rate set by the Customer shall enter into force after updating the “Yandex.Market” Database taking into account the conditions specified in Clause 4.4.

4. Miscellaneous

4.1. Automatic broker sets the Price per Click for Locations specified in paragraph 1.1, 1.2.1, 1.2.3, 1.3, 1.4, 1.6, 1.7, 1.12 and 1.13. at each impression of Product offering in the amount of minimum price sufficient to provide the Product offering with the best possible position for impression at Location.

Automatic broker option is enabled / disabled by the Customer independently through the Yandex client web interface. The Customer acknowledges that the Rate per click vs. using Automatic broker, is set by the Customer.

4.2. When displaying the Product offering on mobile devices, a Link to the page “Stores nearby” (stores on the map) section may be inserted in the materials of Yandex.Market Service or a link to the contact page “Make a call” of Yandex.Market Service. When the user clicks a Link to the contact page “Make a call”, only the contact telephone number of Customer's store may be shown to the user.

4.3.1. If until the acceptance of the Yandex.Market Service Offer by the Customer, available at: https://yandex.com/legal/oferta_market_ch/, the Customer purchased Yandex.Market Services on terms and conditions under which the cost of Yandex.Market Services is determined on the basis of Rate per Click and the number of Clicks for the accounting period, the provision of Yandex.Market Services shall be subject to the conditions provided herein.

4.4. Yandex processes the actions, performed by the Customer through client web interface (or via API), and by means of sending YML files, related to the location of the Materials within the following term:

change of Rate per Click - from 3 to 10 hours (the average time of procession is 4 hours);

termination of Product offerings display, replacement of the list of Product offerings and other actions - from 3 to 10 hours (the average time of procession is 4 hours).

4.5. When the Customer changes the Rate per Click, the Clicks are paid on the old price, until this action is processed by Yandex.

4.6. When the Product offering displaying stops, the Services are suspended from the moment the action was processed by Yandex. During this period the Clicks are paid according to the Rate per Click set by the Customer.1 c.u. = 0.85 USD/0.65 EUR/0.77 CHF

4.7. Customer acknowledges that due to technical issues beyond the control of Yandex, the services as described hereinabove may not be provided by Yandex or not in the form intended by Yandex. Yandex declines any liability for non performance of the services except for cases of proven gross negligence of Yandex. The maximum claim of Customer is limited to the to the sum under certain Invoice actually paid by Customer to Yandex for the Services in dispute.

4.8. In order to improve the quality of Yandex.Market system and its services, and to develop new offers for the advertisers, Yandex may periodically carry out experiments (the duration of each certain experiment not more than 4 weeks). In the course of such experiments, Product offerings displayed to certain Users randomly selected by Yandex (with the number of such Users not exceeding 50% of the whole User’s audience) may be displayed on the Locations subject to modified conditions of the displaying of Product offerings including but not limited to selection and arrangement of Product offerings on the Locations specified in these General Terms and Conditions, as well as on Locations not specified in these General Terms and Conditions. In the course of experiments Yandex is entitled to modify the conditions of displaying of Product offerings under the project “Yandex.Market Purchasing” (https://yandex.ru/legal/market_purchase_terms/). While carrying out an experiment, Yandex does not guarantee that each and every Product offerings will be displayed according to the order of placing Product offerings on Locations and according to selection conditions and other provisions set and specified in these General Terms and Conditions. However, the experiments will not affect the Price per Click established by the Customer in accordance with these General Terms and Conditions. Payment for the Services shall be carried out subject to the Price per Click established in accordance with clause 3 of these Terms. Any information about such experiments shall be made available to the Customer upon the request sent to the customer support service using the feedback form at partner@market.yandex.ru/ specifying the grounds of the request and the number of relevant advertising campaign. Due to such request, the Customer will be provided with information regarding the upcoming experiments that will start not later than within 7 (seven) calendar days after the date of the Customer's request, as well as information regarding the ongoing experiments carried out at the time the request was received.